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Exhibit 99.1
 
 I. Introduction:
  II. Procedures:
 A. General:
   B. Requests for Pre-Approval:




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rd
  C. Term and Fees:
  D. Delegation:




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E. Monitoring and Reporting:
  Effective Date and Term:




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Appendix A


Annual Approval  Audit Services for Fiscal Year 200X










Service
    
    Range of FeesStatutory audits or financial audits for subsidiaries or
affiliates of the CompanyServices associated with SEC registration 

statements, periodic reports and other documents
filed with the SEC or other documents issued in 
connection with securities offerings (e.g., comfort 
letters, consents), and assistance in responding to
SEC comment lettersConsultations by the Companys management as to 
the accounting or disclosure treatment of 
transactions or events and/or the actual or potential 
impact of final or proposed rules, standards or 
interpretations by the SEC, FASB, or other
regulatory or standard setting bodies (Note: Under
SEC rules, some consultations may be audit-
related services rather than audit services)






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Annual Approval  Audit-Related Services for Fiscal Year 200X






Service
    
    Range of FeesDue diligence services pertaining to potential
business acquisitions/dispositionsFinancial statement audits of employee benefit plansAgreed-upon or expanded audit procedures related

to accounting and/or billing records required to

respond to or comply with financial, accounting or 


regulatory reporting mattersInternal control reviews and assistance with internal
 control reporting requirements*Consultations by the Companys management as to

the accounting or disclosure treatment of

transactions or events and/or the actual or potential

impact of final or proposed rules, standards or

interpretations by the SEC, FASB, or other

regulatory or standard-setting bodies (Note: Under

SEC rules, some consultations may be audit

services rather than audit-related services)Access to EYs Accounting Literature electronic toolAttest services not required by statute or regulation





|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                           
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* |  | The full Audit Committee must specifically consider, in advance, each proposed service to
the Companys relating to internal control over financial reporting and evaluate whether
provision of that service would impair the accountants independence. Moreover, the full Audit
Committee must specifically approve, in advance, any proposed change in nature, scope or extent
of the internal control-related service.





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Annual Approval  Tax Services for Fiscal Year 200X
     Service
    
    Range of FeesU.S. federal, state and local tax planning and advice*U.S. federal, state and local tax compliance *International tax planning and advice*International tax compliance*Review of federal, state, local and international income,franchise, and other tax returns*Licensing [or purchase] of income tax preparation software* from theindependent accountant, provided the functionality is limited** topreparation of tax returns
 
 *
    
    Excludes persons with financial reporting oversight responsibilities.**
    
    If the software performs additional functions, each function must be evaluated separately for
its potential impact on the accountants independence.




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Annual Approval  Other Services for Fiscal Year 200X
   Service
    

Range of Fees
 Prohibited Non-Audit Services
 
    
    Bookkeeping or other services related to the accounting records orfinancial statements of the audit client*
    
    Financial information systems design and implementation*
    
    Appraisal or valuation services, fairness opinions or contribution-in-kind
reports*
    
    Actuarial services*
    
    Internal audit outsourcing services*
    
    Management functions
    
    Human resources
    
    Broker-dealer, investment adviser or investment banking services
    
    Legal services
    
    Expert services unrelated to the audit




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Appendix B
Engagement of Independent Accountant
Specific Pre-approval Form
 Date of RequestRequestorType of request:
    
    _New engagement_Change in scope_Increase in fee (approval required in accordance withSection II.C)Business/functional
UnitService to be
    
    Choose one:performed
    
    _Audit_Audit-related_Tax services_OtherTermEstimated costDescribe engagementIs this a prohibited
    
    _Yesservice? (see below)
    
    _NoDoes this engagement
    
    _Yesimpair the
    
    _Noindependence of the
IA?Decision
    
    _Approved_DeniedDecision-makers
    
    1 .(requires 2)
    
    2.Decision relayed to
    
    OnBU/Function
    
    By
  
    
    Bookkeeping or other services related to the accounting records or
financial statements subject to audit
    
    Financial information systems design and implementation
    
    Appraisal or valuation services, fairness opinions or contribution-in-kind reports
    
    Actuarial services
    
    Internal audit outsourcing
    
    Management function
    
    Human resources
    
    Broker-dealer, investment advisor or investment banking services
    
    Legal services
    
    Expert services unrelated to the audit